(j) Further Assurances. Each party shall cooperate with the other and
execute and deliver such instruments and other documents as may be necessary to
effectuate and carry out the provisions of this Lease Extension and Amendment
Agreement.

 (k) Successors and Assigns. This Amendment shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors and
assigns.

 (l) Time is of the Essence. Except as otherwise provided herein, time is of
the essence with respect to each provision of this Lease Extension and Amendment
Agreement.

 (m) Controlling Version. This Lease Extension and Amendment Agreement has
been negotiated, executed and delivered in English. In case of any conflict or
discrepancy between the executed English version of this Lease Extension and
Amendment Agreement and any Spanish translation thereof or any extract thereof
recorded at the Public Registry of Panama or any other governmental office, the
English version of this Lease Extension and Amendment Agreement shall prevail.


 9



 SCHEDULE 1

 EXHIBIT G
 (Revised)

 to

 Aircraft Lease Agreement

 FORM OF LETTER OF CREDIT

 [NAME OF ISSUING BANK]
 IRREVOCABLE STANDBY LETTER OF CREDIT
 DATED: \_\_\_\_\_, \_\_\_\_\_

Aviation Financial Services Inc.
c/o GE Capital Aviation Services
201 High Ridge Road
Stamford, Connecticut 06927-4900

A. RE: Letter of Credit \_\_\_\_\_\_\_\_\_\_\_
 Account Party: Compania Panamena de Aviacion, S.A.

Gentlemen: